SECURITIES and EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT to SECTION 13 OR 15(D) of the SECURIT
Total Page:16
File Type:pdf, Size:1020Kb
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 27, 2016 ALLIANCE MMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-37899 47-5412331 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) Paul K. Danner, III Chief Executive Officer 590 Madison Avenue, 21st Floor New York, New York 10022 (Address of principal executive offices) Registrant’s telephone number, including area code: (212) 739-7825 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD DISCLOSURE On October 27, 2016, Alliance MMA, Inc. (the “Company”) issued a press release announcing its plan to launch a regional MMA promotion in Southern California by partnering with MMA industry veteran Eric Del Fierro. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. On October 31, 2016, the Company issued a press release announcing that seasoned Wall Street professional James Platek has joined the Company as Director, Investor Relations. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated by reference herein. The information under this Item 7.01 and in Exhibits 99.1 and 99.2 in this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibits 99.1 and 99.2 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. 99.1 Press Release dated October 27, 2016. 99.2 Press Release dated October 31, 2016. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALLIANCE MMA, INC. By: /s/ Paul K. Danner, III Name: Paul K. Danner, III Its: Chief Executive Officer Dated: October 31, 2016 EXHIBIT INDEX 99.1 Press Release dated October 27, 2016. 99.2 Press Release dated October 31, 2016. Exhibit 99.1 ALLIANCE MMA TO LAUNCH SOUTHERN CALIFORNIA PROMOTION MMA Veteran Eric Del Fierro Joins Alliance MMA to Lead the Formation NEW YORK, NY – October 27, 2016 – Alliance MMA, Inc. (NASDAQ: AMMA), a mixed martial arts organization offering the premier developmental league for aspiring mixed martial arts fighters, today announced their plans to launch a regional MMA promotion in Southern California by partnering with Eric Del Fierro who will spearhead the formation of the promotion. Alliance MMA, who earlier this month announced the closing of their IPO and listing on NASDAQ, is acquiring regional promotions around the country to become the preferred feeder organization that will identify and develop the next generation of Ultimate Fighting Championship (UFC), Bellator MMA, ONE Championship and other prestigious MMA promotion champions. The company ultimately plans to promote over 125 events a year, showcasing more than 1,000 fighters, under the Alliance MMA umbrella. “While we plan to grow through acquisition, launching a regional promotion in Southern California will help accelerate our positioning,” said Paul K. Danner. “Our mission remains the same – to build a national footprint that includes all the major media markets to attract name brand sponsorships. We are thrilled that Eric Del Fierro has agreed to join our team to head the formation of the new promotion and oversee expansion into the Southern California region. MMA is extremely popular in Southern California, and Eric’s extensive knowledge of the region and industry-renowned success in promoting MMA events make him the perfect fit to lead the charge.” Eric Del Fierro has coached more than 50 UFC stars including Bantamweight Champion Dominick Cruz, Phil Davis, Brandon Vera, Cat Zingano, Jeremy Stephens and Alex Gustafsson. He opened the Alliance MMA gym with Brandon Vera in Chula Vista, CA in 2007, and was also co-owner of the regional MMA promotion Total Combat which produced 35 MMA promotions under the name Total Combat over the past six years, including a Mexico City event that attracted more than 15,000 spectators. Del Fierro is a United States Navy veteran who went on to become a San Diego firefighter and EMT. “MMA is the world’s fastest growing sport and I am excited to join an organization that is encouraging even more growth,” said Del Fierro. “Alliance MMA provides regional promotions the opportunity to partner with a larger organization that provides extensive support and enhances collective market share and profitability of the business.” Alliance MMA completed the initial public offering (“IPO”) of its common shares and the company’s common stock began trading on the NASDAQ Capital Market, under the ticker symbol “AMMA”, on October 6. To date, Alliance MMA has acquired 7 companies including 5 MMA promotion companies, a digital media sports platform, and an electronic ticking platform optimized for marketing MMA events. Currently, Cage Fury Fighting Championship (CFFC), Combat Games MMA (COGA), Hoosier Fight Club (HFC), V3 Fights and Shogun Fights are under the Alliance MMA umbrella. MMA is a full contact sport that allows a wide range of fighting techniques including, striking and grappling from various martial arts & disciplines including Boxing, Wrestling, Brazilian Jiu Jitsu, Karate & Muay Thai. Professional MMA fights are legal and regulated domestically by state athletic commissions in all 50 states. About Alliance MMA, Inc. Alliance MMA (NASDAQ: AMMA) is a mixed martial arts organization offering the premier developmental league for aspiring mixed martial arts (MMA) fighters to advance to the sport’s highest level of professional competition. Alliance MMA’s mission is to identify and cultivate the next generation of Ultimate Fighting Championship (UFC) and other premier MMA promotion champions. With many of the world’s leading MMA promotions under the Alliance MMA umbrella, the organization aims to host in excess of 125 events per year, showcasing more than 1,000 fighters. Alliance MMA will also be dedicated to generating live original sports media content, attracting an international fan base, and securing major brand sponsorship revenue for our live MMA events, digital media platform and our Alliance MMA contracted athletes. Alliance MMA, Inc. was incorporated in 2015 for the purpose of acquiring businesses that engage in the promotion of mixed martial arts (MMA) events. In 2016 the company went public with a listing on the NASDAQ. Alliance MMA is the only mixed martial arts promotion company that is publicly traded, allowing public investment in the world’s fastest growing sport. For more information visit: www.alliancemma.com. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, those discussed under the heading “Risk Factors” in our registration statement on Form S-1 (Registration No. 333-213166) declared effective by the Securities and Exchange Commission on September 2, 2016. Alliance MMA encourages you to review other factors that may affect its future results in Alliance MMA’s registration statement and in its other filings with the Securities and Exchange Commission. Exhibit 99.2 ALLIANCE MMA HIRES DIRECTOR OF INVESTOR RELATIONS New Hire to Focus on Institutional Coverage NEW YORK, Oct. 31, 2016 /PRNewswire/ -- Alliance MMA, Inc. (“Alliance MMA” or the “Company”) (NASDAQ: AMMA), a mixed martial arts organization offering premier promotional opportunities for aspiring mixed martial arts fighters, announced today that Jim Platek has joined the Company as Director, Investor Relations. Mr. Platek will be responsible for all aspects of investor relations and will work closely with the executive management team to effectively communicate Alliance's vision to the investment community. Mr. Platek has more than 25 years of finance, investment and capital markets experience with leading asset management, financial services and investment banking firms, including Northeast Securities, Millennium Management